The following is an unofficial English translation of the Convocation Notice for the 28th Ordinary General
Meeting of Shareholders of Central Japan Railway Company. The Company provides this translation foryour reference and convenience only and without any warranty as to its accuracy or otherwise.

[TRANSLATION](Securities Identification Code: 9022)
June 3, 2015
To: Shareholders
Koei Tsuge
President and Representative Director
Central Japan Railway Company
1-4, Meieki 1-chome, Nakamura-ku,
Nagoya, Aichi Prefecture
Convocation Notice for the 28th Ordinary General Meeting of Shareholders
Dear Sirs/Madams:Notice is hereby given that the 28th ordinary general meeting of shareholders ofCentral Japan Railway Company (the “Company”) will be held as set forth below. You
are cordially invited to attend the meeting.
If you are unable to attend the meeting, you are allowed to exercise yourvoting rights in writing or electronically (through the Internet, etc.). After
examining the reference materials set forth below, please exercise your voting rights
no later than 5:30 p.m. on June 22, 2015 (Japan Standard Time (JST)).
[Exercise of voting rights in writing]
Please indicate your approval or disapproval for each proposal on the voting form
enclosed herewith, and send it back to the Company so that it will reach the Company nolater than 5:30 p.m. on June 22, 2015 (JST).
[Exercise of voting rights electronically (through the Internet, etc.)]
Please access the website designated by the Company for the exercise of voting
rights (http://www.web54.net), and indicate your approval or disapproval for each
proposal according to the instructions on the screen, using the “voting rights exercisecode” and the “password” indicated on the enclosed voting form, no later than 5:30 p.m.
on June 22, 2015 (JST).
When you exercise your voting rights electronically (through the Internet, etc.),
please read, “A Guide to the Exercise of Voting Rights Electronically (through theInternet, etc.)” on pages 54-55 of the original Japanese document.

-1-Particulars
1.

Date and Time:

June 23, 2015 (Tuesday) at 10:00 a.m. (JST)2.

Venue:

Nagoya Marriott Associa Hotel
1-4, Meieki 1-chome, Nakamura-ku, Nagoya,
Aichi Prefecture3.

Purpose of the Meeting:
Matters to be Reported:

1.

Report on the details of the business report, andthe consolidated and non-consolidated financial
statements for the 28th fiscal year (from April 1,2014 to March 31, 2015)

2.

Report on the results of the audit of theconsolidated financial statements by theAccounting Auditors and the Audit andSupervisory Board

Matters to be Resolved:

4.
(1)
(2)

Proposal 1:

Appropriation of retained earnings

Proposal 2:

Election of two (2) Directors

Proposal 3:

Election of five (5) Audit and Supervisory Board
Members

Notes on the Procedures of the Meeting:If you exercise your voting rights more than once electronically (through theInternet, etc.), then the last exercise will be the one deemed valid.
If you exercise your voting rights both in writing and electronically (through theInternet, etc.), then the exercise of those rights electronically (through the Internet,etc.) will be the one deemed valid.
-End-

1.

Upon arrival at the meeting, please submit the enclosed voting form to thereceptionist at the entrance of the meeting place.

2.

In the event circumstances arise to require that amendments be made to items in thebusiness report, the consolidated financial statements, the non-consolidated
financial statements, and the reference materials for the ordinary general meeting ofshareholders, such amendments will be made public on the Company’s homepage(http://jr-central.co.jp).

-2-Reference Materials for the Ordinary General Meeting of Shareholders
Proposals and Referential Matters
Proposal 1: Appropriation of retained earnings
As the Company’s core operation is the railway business, which has a strongsocial mission, the Company promotes its efforts to ensure and strengthen a long-termand stable management foundation, while trying to reduce long-term debt and payables
and seeking to strengthen its financial status. With respect to distributions, the Company
has as its basic policy continuous stable distributions.
Based on such principle, the Company decided to appropriate its retained
earnings as below.
(1) Matters concerning year-end dividends(i) Type of dividend property
Cash(ii) Matters concerning allocation of the dividend property to shareholders and thetotal amount thereof
60 yen per share of the Company’s common stock
Total amount: 11,820,052,620 yen(iii) Effective date of dividend of retained earnings
June 24, 2015
(2) Other matters concerning the appropriation of retained earnings(i) Line item relating to retained earnings showing an increase and the amountthereof
General reserve:
240,000,000,000 yen(ii) Line item relating to retained earnings showing a decrease and the amountthereof
Retained earnings carried forward: 240,000,000,000 yen- 3 -Proposal 2: Election of two (2) Directors
In order to strengthen the Company’s corporate governance, we hereby requestthat two (2) directors be elected. The candidates for directors are as follows:No.

Name(Birth date)

1

Mamoru Uno*
(June 19, 1954)(An asterisk (*) mark indicates a new candidate.)
NumberBrief history, positions and responsibilities
of sharesat the Company, andof thesignificant concurrent positions
Company
heldApril 1978:
Joined Japanese National Railways(“JNR”)March 1985:
Assistant Chief in Investigation
Division of Gifu Works Administrationof JNR
April 1987:
Joined the Company
March 1991:
Manager in charge of Linear/Chuo
Shinkansen Promotion Department ofthe Corporate Planning Division of theCompany
July 1991:
Manager in charge of the Chuo
Shinkansen Planning Department of theCorporate Planning Division of theCompany
June 1993:
Manager in charge of the Tokyo
Planning Department of the CorporatePlanning Division of the Company
June 1996:
Deputy General Manager of the Public
Relations Department of the Company
June 1999:
Chief Engineer of the Maglev Systems
2,716
Development Division of the Company
shares
September 2000: General Manager of the Public
Relations Department of the Company
July 2004:
General Manager of the Tracks andStructures Department of theShinkansen Operations Division of theCompany
June 2008:
Corporate Officer, Deputy Director
General of the Tokaido Shinkansen
21st Century Division of the Company
June 2010:
Director; Director General of theTokaido Shinkansen 21st Century
Division of the Company
July 2011:
Director; Director General of the Chuo
Shinkansen Promotion Division of theCompany
June 2012:
Corporate Executive Officer; Director
General of the Chuo Shinkansen
Promotion Division of the Company(current position)- 4 -No.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
August 1988:
April 1991:
November 1994:
April 1998:
February 2001:

2

Torkel Patterson* October 2002:(August 29, 1954)
April 2004:
April 2005:
October 2009:
March 2010:
January 2013:
May 2015:

Senior Director for Japan, Office of theSecretary of Defense
Director for Japan and Korea, National
Security Council, The White HouseManaging Director, Group Pacific Inc.;
Senior Associate Pacific Forum, CSIS
President, Raytheon Japan, Raytheon
Co.
Special Assistant to the U.S. President
for Asia
Senior Advisor to the U.S. Ambassadorto Japan
Deputy Assistant Secretary of State forSouth Asia
President, Raytheon International
Vice President, Raytheon Company
President, U.S.-Japan MAGLEV
President, The Northeast MAGLEV
Part-time employee of the Company(current position)
Director, The Northeast
MAGLEV(current position)

Numberof sharesof theCompany
held

0 shares(Note) 1. Candidate Mr. Torkel Patterson will resign as the Company’s part-time employee effective
June 22, 2015. The Company has transactions with U.S.-Japan MAGLEV. However,
Mr.Patterson has already resigned from the President of U.S.-Japan MAGLEV. While Mr.
Patterson has resigned from the President of The Northeast MAGLEV, which is a subsidiarycompany of U.S.-Japan MAGLEV, and serves as its Director, the Company has no directtransactions with The Northeast MAGLEV.
2. The terms of office of all directors elected at this General Meeting of Shareholders will
expire at the same time as other existing directors, pursuant to the Company’s Articles ofIncorporation.

- 5 -Proposal 3:
Election of five (5) Audit and Supervisory Board Members
The terms of office of all of the five (5) current Audit and Supervisory Board
Members will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, we hereby request that five (5) Audit and Supervisory Board Members
be elected.
This proposal was approved by the Audit and Supervisory Board.
The candidates for Audit and Supervisory Board Members are as follows:No.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1979:
April 1985:

1

Hidenori Fujii(May 26, 1954)

Joined JNRManager of the Passenger Section ofthe Marketing Department of Morioka
Railway Operating Division of JNRApril 1987:
Joined the Company
March 1991:
Manager in charge of the Supervision
Section of the Management Supervision
Department of the Corporate Planning
Division of the Company
May 1991:
Manager of the Planning Section of theManagement Supervision Departmentof the Corporate Planning Division ofthe Company
June 1994:
Manager of the Supervision Section ofthe Management Supervision
Department of the Corporate Planning
Division of the Company
December 1996: Deputy General Manager of theManagement Supervision Departmentof the Corporate Planning Division ofthe Company
June 1998:
General Manager in charge of theFinance Department of the Company
July 2002:
General Manager of the Property
Management Department of theCompany
June 2006:
General Manager of the Finance
Department of the Company
June 2008:
Director, General Manager of theFinance Department of the Company
June 2012:
Corporate Executive Officer; General
Manager of the Finance Department ofthe Company
June 2014:
Audit and Supervisory Board Memberof the Company (current position)

Numberof sharesof theCompany
held- 6 -2,656
sharesNo.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1969:
April 1984:

2Appointed as an Assistant Judge
Researcher for the Head of the Legal
Affairs Section of JNRApril 1987:
Manager of the Legal Affairs Section ofthe Administration Department of theJapanese National Railways Settlement
Corp.
June 1987:
Judge of the Tokyo District Court
April 1990:
Judge of the Tokyo District Court(Presiding Judge of the Division)
November 1991: Judge of the Yokohama District Court(Presiding Judge of the Division)
Hiromu Emi
April 1995:
Judge of the Tokyo District Court(August 24, 1943)(Presiding Judge of the Division)
May 1998:
Chief of the Niigata Family Court
September 1999: Judge of the Tokyo High Court(Presiding Judge of the Division)
May 2007:
President of the Takamatsu High Court
September 2008: Part time employee of the Company
October 2008:
Registered as an attorney-at-law(current position)
June 2009:
Audit and Supervisory Board Memberof the Company (current position)[Significant concurrent position]
Attorney-at-law

Numberof sharesof theCompany
held- 7 -5,517
sharesNo.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1978:
July 2000:

3

Hajime Ishizu(August 7, 1955)

Numberof sharesof theCompany
held

Joined the Ministry of Transport
Director, First International Affairs
Division of the Transport Policy Bureauof the Ministry of Transport
January 2001: Manager of the International Affairs
Division of the Policy Bureau of theMinistry of Land, Infrastructure,
Transport and Tourism
July 2001:
General Manager of the Planning
Department of the Central Japan
International Airport Co., Ltd.
April 2003:
General Manager of the Corporate
Planning Department of the Central
Japan International Airport Co., Ltd.
July 2004:
Counsellor, Minister’s Secretariat of theMinistry of Land, Infrastructure,
Transport and Tourism
July 2005:
Manager of the General Affairs Divisionof the Road Transport Bureau of theMinistry of Land, Infrastructure,139 shares
Transport and Tourism
July 2006:
Assistant Vice-Minister, Minister’s
Secretariat of the Ministry of Land,Infrastructure, Transport and Tourism
July 2007:
Director-General of the Chugoku District
Transport Bureau of the Ministry ofLand, Infrastructure, Transport andTourism
July 2009:
Deputy General Manager of the Civil
Aviation Bureau of the Ministry of Land,Infrastructure, Transport and Tourism
October 2011: Director-General of the Kinki District
Transport Bureau of the Ministry ofLand, Infrastructure, Transport andTourism
September 2012: Vice Minister, the Ministry of Land,
Infrastructure, Transport and Tourism
November 2013: Senior Adviser of MEIKOCONSTRUCTION CO., LTD.
June 2014:
Audit and Supervisory Board Member ofthe Company (current position)

- 8 -

No.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1979:
January 2001:
August 2002:

August 2003:

August 2005:

4

Hiroyuki Ota
August 2007:(September 4, 1956)
April 2009:

January 2010:
May 2012:

June 2013:
June 2014:

Numberof sharesof theCompany
held

Joined the National Police Agency
Chief of Okinawa Prefectural Police
Headquarters
Director General of the General Affairs
Inspection Department of the Chubu
Regional Police Bureau of the NationalPolice Agency
Director General of the Police Policy
Research Center of the National Police
Academy of the National Police Agency
Director of the Investigative Planning
Division of the Criminal Investigation
Bureau of the National Police Agency
Chief of Hyogo Prefectural Police
139 shares
headquarters
Director General of the Highest Training
Institute for Investigation Leaders of theNational Police Academy of the National
Police Agency
Deputy Director General of the Cabinet
OfficeDirector General of the Tohoku Regional
Police Bureau of the National PoliceAgency
President of the National Police
Academy of the National Police Agency
Audit and Supervisory Board Member ofthe Company (current position)- 9 -No.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1966:

5Public Prosecutor, Tokyo District Public
Prosecutor’s Office
June 1994:
Minister's Secretariat, Ministry of Justice
September 1995: Director General of the Rehabilitation
Bureau, Ministry of Justice
July 1997:
Director General of the General Affairs
Department, Supreme Public Prosecutors
OfficeDecember 1997: Director General of the Public Security
Department, Supreme Public Prosecutors
OfficeJanuary 1999: Director General, Public Security
Shigeo KifujiIntelligence Agency(September 29, 1940)
May 2001:Superintending Prosecutor, Hiroshima
High Public Prosecutors Office
October 2002: Superintending Prosecutor, Tokyo High
Public Prosecutors OfficeOctober 2003: Registered as an attorney-at-law (currentposition)
June 2007:
Audit and Supervisory Board Member ofthe Company (current position)[Significant concurrent positions]
Attorney-at-law
Corporate Auditor of Ishii Iron Works Co., Ltd.
Corporate Auditor of MORI BUILDING Co., Ltd.

Numberof sharesof theCompany
held

1,155
shares(Note) 1. Mr. Hajime Ishizu, Mr. Hiroyuki Ota and Mr. Shigeo Kifuji are candidates for Outside Auditand Supervisory Board Members as set forth in Article 2, Paragraph 3, Item 8 of theOrdinance for Enforcement of the Companies Act.
2. Special notes on the candidates for Outside Audit and Supervisory Board Members are as
follows:(1) Reasons for nominating candidates for Outside Audit and Supervisory Board Members, etc.
(i) The Company requests to elect Mr. Hajime Ishizu as the Company has determined
comprehensively that he is a qualified candidate for Outside Audit and Supervisory
Board Member from his experience and distinguished knowledge in transportation
administration, etc.
(ii) The Company requests to elect Mr. Hiroyuki Ota as the Company has determined
comprehensively that he is a qualified candidate for Outside Audit and Supervisory
Board Member from his experience and distinguished knowledge in police
administration, etc. Although Mr. Ota has not been previously involved in themanagement of a company, the Company determined that he will be able toadequately perform his duties as an Outside Audit and Supervisory Board Member forthe above reason.
(iii) The Company requests to elect Mr. Shigeo Kifuji as the Company has determined
comprehensively that he is a qualified candidate for Outside Audit and Supervisory
Board Member from his experience and distinguished knowledge as a publicprosecutor and attorney-at-law. Although Mr. Kifuji has not been previously involved- 10 -in the management of a company, the Company determined that he will be able toadequately perform his duties as an Outside Audit and Supervisory Board Member forthe above reason.
(iv) Notification has been filed with the stock exchanges on which the Company is listed
that Mr. Hajime Ishizu, Mr. Hiroyuki Ota and Mr. Shigeo Kifuji have no potential
conflict of interest with general shareholders.
(2) Terms of officeTerms of office for Mr. Hajime Ishizu, Mr. Hiroyuki Ota and Mr. Shigeo Kifuji as Outside
Audit and Supervisory Board Members will expire in one year, one year and eight years,
respectively.
3. Outline of limited liability agreements
The Company has entered into limited liability agreements with Mr. Hajime Ishizu, Mr.
Hiroyuki Ota and Mr. Shigeo Kifuji pursuant to Article 427, Paragraph 1 of the Companies
Act and the Articles of the Incorporation, limiting the amount of their liabilities as stipulatedin Article 423 Paragraph 1 of the Companies Act to the amount stipulated in laws andregulations.
End- 11 -